UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

FORM 10−Q

|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31,
2009

|  |                                                                                           
|- | ------------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________
to _____________

Commission File Number 000-53208



SINO GREEN LANDCORPORATION

(Exact Name of Registrant as Specified in Its Charter)





|Nevada                                                         |  | 54-0484915                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



6/F No. 947, Qiao Xing Road, Shi Qiao Town

Pan Yu District, Guang Zhou

People's Republic of China

(Address of principal executive offices, Zip Code)



86-20-84890337


(Registrant's telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last report)



Indicate by
check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x             No o

Indicate by
check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o             No o

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.

|                                                                       |                            
|---------------------------------------------------------------------- | ---------------------------
|Large accelerated filer o                                              | Accelerated filer o        
|Non-accelerated filer o(Do
  not check if a smaller reporting company) | Smaller reporting company x

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes o             No
x

The number of
shares outstanding of each of the issuers classes of common stock, as of May
13, 2009 is as follows:

|                               |  |                   
|------------------------------ |  | ------------------
|Class of Securities            |  | Shares Outstanding
|                               |  |                   
|Common Stock, $0.001 par value |  | 83,314,851        



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**TABLE OF CONTENTS**

**PART I**  **FINANCIAL
INFORMATION**

|ITEM 1.                 | FINANCIAL STATEMENTS                                                                        | 2 
|----------------------- | ------------------------------------------------------------------------------------------- | --
|ITEM 2.                 | MANAGEMENTS DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 18
|ITEM 3.                 | QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISK                            | 28
|ITEM 4.                 | CONTROLS AND PROCEDURES                                                                     | 28
|                        |                                                                                             |   
|PART II                
|OTHER
      INFORMATION
|                        |                                                                                             |   
|ITEM 1.                 | LEGAL PROCEEDINGS                                                                           | 28
|ITEM 1A.                | RISK FACTORS                                                                                | 28
|ITEM 2.                 | UNREGISTERED SALES OF EQUITY
      SECURITIES AND USE OF PROCEEDS                           | 28
|ITEM 3.                 | DEFAULTS UPON SENIOR SECURITIES                                                             | 29
|ITEM 4.                 | SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY HOLDERS                                   | 29
|ITEM 5.                 | OTHER INFORMATION                                                                           | 29
|ITEM 6.                 | EXHIBITS                                                                                    | 29



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**PART I**  **FINANCIAL
INFORMATION**

**ITEM 1.**  **FINANCIAL STATEMENTS.**

**SINO GREEN LAND CORPORATION AND
SUBSIDIARIES**  **CONSOLIDATED FINANCIAL
STATEMENTS**

|                                                                                                                                                                | Page
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                                |     
|Consolidated Balance Sheets as of
      March 31, 2009 and December 31, 2008 (Unaudited)                                                                        | 3   
|Consolidated Statements of Income and Other
      Comprehensive Income for the Three Months Ended March 31, 2009 and 2008
      (Unaudited)                     | 4   
|Consolidated Statements of Cash
      Flows for the Three Months Ended March 31, 2009 and 2008 (Unaudited)                                                      | 5   
|Consolidated Statement of Shareholders Equity
      for the Years Ended December 31, 2008 and 2007 and the Three Months Ended
      March 31, 2009 (Unaudited) | 6   
|Notes to Consolidated Financial
      Statements (Unaudited)                                                                                                    | 7   

2

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**SINO GREEN LAND CORPORATION AND
SUBSIDIARIES**  **CONSOLIDATED BALANCE
SHEETS**  **AS OF MARCH 31, 2009 AND DECEMBER 31,
2008**  **(UNAUDITED)**

|                                                                                                                                                                       |   | MARCH 31,  |  |   | DECEMBER 31, | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- |  | - | ------------ | 
|                                                                                                                                                                       |   | 2009       |  |   | 2008         | 
|ASSETS                                                                                                                                                                 |  
|Current Assets                                                                                                                                                         |   |            |  |   |              | 
|Cash and cash equivalents                                                                                                                                              | $ | 479,139    |  | $ | 544,860      | 
|Accounts receivable, net                                                                                                                                               |   | 187,740    |  |   | 200,731      | 
|Advances to suppliers                                                                                                                                                  |   | 485,153    |  |   | 497,568      | 
|Due from related parties                                                                                                                                               |   | 356,063    |  |   | 352,799      | 
|Inventories                                                                                                                                                            |   | 6,733      |  |   | 16,931       | 
|Other current assets                                                                                                                                                   |   | 346,896    |  |   | 58,046       | 
|Total Current Assets                                                                                                                                                   |   | 1,861,723  |  |   | 1,670,934    | 
|                                                                                                                                                                       |   |            |  |   |              | 
|Property and Equipment, net                                                                                                                                            |   | 120,269    |  |   | 139,765      | 
|                                                                                                                                                                       |   |            |  |   |              | 
|Long-term Prepayments                                                                                                                                                  |   | 17,010,390 |  |   | 16,258,707   | 
|                                                                                                                                                                       |   |            |  |   |              | 
|Total Assets                                                                                                                                                           | $ | 18,992,382 |  | $ | 18,069,406   | 
|                                                                                                                                                                       |   |            |  |   |              | 
|LIABILITIES AND
      SHAREHOLDERS' EQUITY                                                                                                                             |  
|Current Liabilities                                                                                                                                                    |   |            |  |   |              | 
|Accounts payable and accrued expenses                                                                                                                                  | $ | 997,611    |  | $ | 1,529,787    | 
|Advances from customers                                                                                                                                                |   | 56,357     |  |   | 56,443       | 
|Due to related parties                                                                                                                                                 |   | 1,108,899  |  |   | 129,444      | 
|Convertible debenture                                                                                                                                                  |   | 461,120    |  |   | 313,627      | 
|Total Current Liabilities                                                                                                                                              |   | 2,623,987  |  |   | 2,029,300    | 
|                                                                                                                                                                       |   |            |  |   |              | 
|Shareholders' Equity                                                                                                                                                   |   |            |  |   |              | 
|Preferred stock, $0.001 par value,
      20,000,000 shares authorized, none issued and outstanding as of March 31, 2009 and December 31, 2008                          |   | -          |  |   | -            | 
|Common stock, $0.001 par value, 780,000,000 shares
      authorized, 83,314,851 and 81,648,554 issued and
      outstanding as of March 31, 2009 and December 31, 2008 |   | 83,315     |  |   | 81,649       | 
|Additional Paid-in capital                                                                                                                                             |   | 5,417,686  |  |   | 5,419,351    | 
|Other comprehensive income                                                                                                                                             |   | 1,049,032  |  |   | 1,075,973    | 
|Retained earnings                                                                                                                                                      |   | 9,818,362  |  |   | 9,463,134    | 
|Total shareholders' equity                                                                                                                                             |   | 16,368,395 |  |   | 16,040,017   | 
|                                                                                                                                                                       |   |            |  |   |              | 
|Total Liabilities and Stockholders' Equity                                                                                                                             | $ | 18,992,382 |  | $ | 18,069,406   | 

The accompanying notes are integral part of these unaudited
consolidated financial statements.

3

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SINO GREEN LAND CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE
INCOMEFOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)

|                                                    |   | MARCH 31,  |  
|--------------------------------------------------- | - | ---------- | -
|                                                    |   | 2009       |  
|Net sales                                           | $ | 18,530,563 |  
|                                                    |   |            |  
|Cost of goods sold                                  |   | 16,407,579 |  
|                                                    |   |            |  
|Gross profit                                        |   | 2,122,984  |  
|                                                    |   |            |  
|Operating expenses                                  |   |            |  
|Selling expenses                                    |   | 399,055    |  
|General and administrative expenses                 |   | 936,952    |  
|                                                    |   |            |  
|Total operating expenses                            |   | 1,336,007  |  
|                                                    |   |            |  
|Operating income                                    |   | 786,977    |  
|                                                    |   |            |  
|Other income(expense)                               |   |            |  
|Interest income (expenses), net                     |   | (22,500    | )
|Beneficial conversion feature expense               |   | (125,000   | )
|Change in derivative liability                      |   | -          |  
|Others, net                                         |   | (284,248   | )
|Total other income                                  |   | (431,748   | )
|                                                    |   |            |  
|Income before income tax expense                    |   | 355,229    |  
|                                                    |   |            |  
|Income tax expense                                  |   | -          |  
|                                                    |   |            |  
|Net income                                          |   | 355,229    |  
|                                                    |   |            |  
|Other comprehensive income (loss)                   |   |            |  
|Foreign currency translation gain (loss)            |   | (26,941    | )
|                                                    |   |            |  
|Comprehensive income                                | $ | 328,288    |  
|                                                    |   |            |  
|Net income per share                                |   |            |  
|Basic                                               | $ | 0.00       |  
|Diluted                                             | $ | 0.00       |  
|                                                    |   |            |  
|Weighted average number of shares
      outstanding |   |            |  
|Basic                                               | $ | 83,314,851 |  
|Diluted                                             | $ | 83,866,207 |  

The accompanying notes are integral part of these unaudited
consolidated financial statements.

4

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**SINO GREEN LAND CORPORATION AND
SUBSIDIARIES**  **CONSOLIDATED STATEMENTS OF CASH
FLOWS**  **FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND
2008(UNAUDITED)**

|                                                                                       |   | MARCH 31, |  
|-------------------------------------------------------------------------------------- | - | --------- | -
|                                                                                       |   | 2009      |  
|Cash flows from operating activities                                                   |   |           |  
|Net income                                                                             | $ | 355,229   |  
|Adjustments to reconcile net income to net
      cash provided by operating activities |   |           |  
|Depreciation                                                                           |   | 21,010    |  
|Amortization                                                                           |   | -         |  
|Decrease / (Increase) in current assets                                                |   |           |  
|Accounts receivable                                                                    |   | 12,679    |  
|Inventories                                                                            |   | 10,168    |  
|Advances to
      suppliers                                                            |   | 11,652    |  
|Other current assets                                                                   |   | (288,803  | )
|Increase in current liabilities                                                        |   |           |  
|Accounts payable & accrued
      exp                                                   |   | (477,268  | )
|Advances from
      customer                                                           |   | -         |  
|Tax payables                                                                           |   | 509       |  
|Other payables                                                                         |   | (55,344   | )
|                                                                                       |   |           |  
|Net cash provided by (used in) operating activities                                    |   | (410,169  | )
|                                                                                       |   |           |  
|Cash flows from investing activities                                                   |   |           |  
|Acquisition of plant, property, and equipment                                          |   | (1,736    | )
|Acquisition of long-term prepaid expense                                               |   | -         |  
|Long-term prepaid expense                                                              |   | (776,066  | )
|Intercompany / related party                                                           |   | (3,631    | )
|Net cash used in investing activities                                                  |   | (781,433  | )
|                                                                                       |   |           |  
|Cash flows from financing activities                                                   |   |           |  
|Due to related parties                                                                 |   | 979,234   |  
|Convertible debenture                                                                  |   | 147,500   |  
|Net
      cash provided by (used in) financing activities                              |   | 1,126,734 |  
|                                                                                       |   |           |  
|Effect of exchange rate change on cash
      and cash equivalents                      |   | (852      | )
|                                                                                       |   |           |  
|Net increase in cash and cash
      equivalents                                        |   | (65,720   | )
|                                                                                       |   |           |  
|Cash and cash equivalents, beginning
      balance                                     |   | 544,860   |  
|Cash and cash equivalents, ending balance                                              | $ | 479,139   |  
|                                                                                       |   |           |  
|Supplement disclosure of cash flow information                                         |   |           |  
|Interest expense paid                                                                  | $ | -         |  
|Income taxes paid                                                                      | $ | -         |  

The accompanying notes are integral part of these unaudited
consolidated financial statements.

5

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**SINO GREEN LAND CORPORATION AND
SUBSIDIARIES**   **CONSOLIDATED STATEMENT OF
SHAREHOLDERS EQUITY**  **FOR THE YEARS ENDED DECEMBER 31,
2008 AND 2007 AND**   **THE THREE MONTHS ENDED MARCH
31, 2009**   **(UNAUDITED)**

|                                                                 |   | Common Stock |  |   |        |  |   |            |   |   |               |  |          |           | 
|---------------------------------------------------------------- | - | ------------ |  | - | ------ |  | - | ---------- | - | - | ------------- |  | -------- | --------- | 
|                                                                 |   |              |  |   |        |  |   | Additional |   |   | Other         |  |          |           | 
|                                                                 |   |              |  |   |        |  |   | Paid in    |   |   | Comprehensive |  |          | Retained  | 
|                                                                 |   | Shares       |  |   | Amount |  |   | Capital    |   |   | Income        |  |          | Earning   | 
|Balance January 1, 2005                                          |   | 2            |  | $ | 2      |  | $ | -          |   | $ | -             |  | $        | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Foreign currency translation
      gain                          |   | -            |  |   | -      |  |   | -          |   |   | -             |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Transfer to statutory reserve                                    |   | -            |  |   | -      |  |   | -          |   |   | -             |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Net income for the year ended
      December 31, 2005            |   | -            |  |   | -      |  |   | -          |   |   | -             |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Balance as of December 31,
      2005                            |   | 2            |  |   | 2      |  |   | -          |   |   | -             |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Foreign currency translation
      gain                          |   | -            |  |   | -      |  |   | -          |   |   | 31,510        |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Net income for the year ended
      December 31, 2006            |   | -            |  |   | -      |  |   | -          |   |   | -             |  |          | 738,596   | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Balance as of December 31,
      2006                            |   | 2            |  |   | 2      |  |   | -          |   |   | 35,198        |  |          | 1,347,624 | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Shares issuance for cash                                         |   | 998          |  |   | 998    |  |   | -          |   |   | -             |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Deemed dividend on the
    acquisition of two subsidiaries       | - |              |  | - |        |  | - |            |   | - |               |  | (365,755 | )         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Contribution by a shareholder                                    |   | -            |  |   | -      |  |   | 5,000,000  |   |   | -             |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   | 262,980       |  |          |           | 
|Foreign currency translation
      gain                          |   | -            |  |   | -      |  |   | -          |   |   | -             |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Net income for the year ended
      December 31, 2007            |   | -            |  |   | -      |  |   | -          |   |   | -             |  |          | 3,879,896 | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Balance as of December 31,
      2007                            |   | 81,648,554   |  | $ | 81,649 |  | $ | 4,919,351  |   | $ | 298,178       |  | $        | 4,861,766 | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Contribution by a shareholder                                    |   | -            |  |   | -      |  |   | 500,000    |   |   | -             |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Foreign currency translation
      gain                          |   | -            |  |   | -      |  |   | -          |   |   | 777,795       |  |          | -         | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Net income for the year ended
      December 31, 2008            |   | -            |  |   | -      |  |   | -          |   |   | -             |  |          | 4,601,367 | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Balance as of December 31,
      2008                            |   | 81,648,554   |  |   | 81,649 |  |   | 5,419,351  |   |   | 1,075,973     |  |          | 9,463,133 | 
|                                                                 |   |              |  |   |        |  |   |            |   |   |               |  |          |           | 
|Recapitalization due to
      reverse acquisition                |   | 1,666,297    |  |   | 1,666  |  |   | (1,666     | ) |   | -             |  |          | -         | 
|Foreign currency
      translation gain                          |   | -            |  |   | -      |  |   | -          |   |   | (26,941)      |  |          | -         | 
|Net income for the
      three months ended March 31,
      2009 |   | -            |  |   | -      |  |   | -          |   |   | -             |  |          | 355,229   | 
|Balance as of March 31, 2009                                     |   | 83,314,851   |  | $ | 83,315 |  | $ | 5,417,686  |   | $ | 1,049,032     |  | $        | 9,818,362 | 

The accompanying notes are integral part of these unaudited
consolidated financial statements.

6

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SINO GREEN LAND CORPORATION AND SUBSIDIARIES NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND DESCRIPTION OF
BUSINESS

Henry County Plywood Corporation (we, us, the Company)
was incorporated in 1948 under the laws of the State of Virginia. On September
30, 2005, the Company was terminated, by administrative action of the
Commonwealth of Virginia as a result of non-filing of required documents with
the State of Virginia. Effective December 2007, the Company reinstated its
charter. On March 3, 2008, the Company held a shareholder meeting approving a
migratory merger to Nevada, which became effective March 17, 2008. Effective
August 28, 2006, the Company commenced activities to become a reporting company
with the Securities and Exchange Commission (SEC) with the intention to become
a publicly trading company.

On January 15, 2009, the Company completed the acquisition of
Organic Region Group Limited (Organic) pursuant to a share exchange agreement
with Organic Region and its wholly owned subsidiaries, Zhuhai Organic Region
Modern Agriculture Ltd., Guangzhou Organic Region Agriculture Ltd., Fuji Sunrise
International Enterprises Limited, Southern International Develop Limited and HK
Organic Region Limited and the shareholders of Organic. Pursuant to the Share
Exchange Agreement, the Organic Region Shareholders transferred all of the
shares of the capital stock of Organic Region held by them, constituting all of
the issued and outstanding capital stock of Organic Region, in exchange for
81,648,554 newly issued shares of our common stock, which constituted 98% of our
issued and outstanding capital stock on a fully-diluted basis as of and
immediately after the consummation of the transactions contemplated by the Share
Exchange Agreement.

On March 23, 2009 the Company changes its name to Sino Green
Land Corporation.

Organic Region Group Limited was incorporated in The British
Virgin Islands on January 30, 2003.

On July 20, 2004, an individual was issued a Business License
by local government which permits a business to operate as an Individual
Business Entity under the name of Guangzhou Greenland Co. Ltd. (Guangzhou
Greenland). Under Chinese law, an Individual Business Entity is treated as a
separate legal entity with status separate and distinct from a natural
person.

On January 1, 2005, Organic entered into exclusive arrangements
with Guangzhou Greenland that give Organic the ability to substantially
influence Guangzhou Greenlands daily operations and financial affairs, appoint
its senior executives and approve all matters requiring shareholder approval. As
a result, the Company consolidated the financial results of Guangzhou Greenland
as variable interest entity pursuant to Financial Interpretation No. 46R,
Consolidation of Variable Interest Entities in the accompanying financial
statements.

Nature Institution Group Ltd. (NI Group) was incorporated in
The British Virgin Islands on January 2, 2003.

Zhuhai Organic Region Modern Agriculture Ltd. (Zhuhai
Greenland) was founded in Guangdong province, China as a wholly owned
subsidiary of NI Group on January 3, 2004, with a registered capital of
$5,000,000 settled on a three-stage installment arrangement, also a further
capital subscription of $1,500,000. Zhuhai Greenland is involved in retailing
and wholesaling of agricultural products, developing ecological agriculture and
agricultural sciences as well as environmental protection.

On September 24, 2004 Nature Institution Group Ltd. invested in
another entity - Guangzhou Organic Region Agriculture Ltd. (GZ Greenland
Agriculture) in Guangdong province, China. GZ Greenland Agriculture is
dedicated to the contemporary agricultural products processing, researching,
production and marketing with registered capital of $500,000.

On December 31, 2007, an agreement was signed between Organic
and NI Group under which Organic acquired the 100% ownership of Zhuhai Greenland
from NI Group in the amount of $5,000,000. The transaction consummated on
December 31, 2007.

7

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SINO GREEN LAND CORPORATION AND SUBSIDIARIES NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND DESCRIPTION OF
BUSINESS (Continued)

Organic and NI Group reached another agreement on November 13,
2007, under which, NI Group transferred 100% ownership of GZ Greenland
Agriculture to the Company for no additional Compensation since GZ Greenland
Agriculture had negative equity as of the contract date. The transaction was
consummated on December 31, 2007.

One shareholder of NI Group who had 13.5% ownership was the 50%
shareholder of the Company before the Company acquired two subsidiaries from NI
Group on 2007. This acquisition was accounted for at historical cost in a manner
similar to that in pooling of interests method since the two acquisitions
represented transactions between related parties. The shortage of historical
value of the assets over purchase price consideration has been recorded as
deemed dividend to the shareholders. As of December 31, 2007, Zhuhai Greenland
and GZ Greenland Agriculture are two wholly owned subsidiaries of Organic.

2. BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

a. Unaudited Interim Financial Information

The accompanying unaudited financial statements of the Company
have been prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all of the
information required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the interim periods are not
necessarily indicative of the results for any future period. These statements
should be read in conjunction with the Company's audited financial statements
and notes thereto for the fiscal year ended December 31, 2008. The results of
the three month periods ended March 31, 2009 are not necessarily indicative of
the results to be expected for the full fiscal year ending December 31,
2009.

b. Principle of consolidation

The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, Zhuhai Greenland and
GZ Greenland Agriculture, Fuji Sunrise International Enterprises Limited, HK
Organic Region Limited, Southern International Develop Limited together with its
100% Variable Interest Entity (VIE), Guangzhou Greenland. All significant
inter-company accounts and transactions have been eliminated in
consolidation.

In accordance with Financial Interpretation No. 46R,
Consolidation of Variable Interest Entities ("FIN 46R"), VIEs are generally
entities that lack sufficient equity to finance their activities without
additional financial support from other parties or whose equity holders lack
adequate decision making ability. All VIEs with which the Company is involved
must be evaluated to determine the primary beneficiary of the risks and rewards
of the VIE. The primary beneficiary is required to consolidate the VIE for
financial reporting purposes.

On January 1, 2005, Organic entered into exclusive arrangements
with Guangzhou Greenland that give us the ability to substantially influence
Guangzhou Greenlands daily operations and financial affairs, appoint its senior
executives and approve all matters requiring shareholder approval. As a result,
the Company consolidates the financial results of Guangzhou Greenland as
variable interest entity pursuant to Financial Interpretation No. 46R,
Consolidation of Variable Interest Entities.

|a. | Guangzhou Greenland holds the licenses necessary to
      operate its fruit trading business in China.                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                   
|b. | The Company provides exclusive the privilege to purchase
      the fruit and vegetables and other general business operation services to
      Guangzhou Greenland in return for a consulting services fee which is equal
      to Guangzhou Greenlands revenue.                                 
|   |                                                                                                                                                                                                                                                                                                   
|c. | Irrevocably granted the Company an exclusive option to
      purchase, to the extent permitted under PRC law, all or part of the equity
      interests in Guangzhou Greenland and agrees to entrust all the rights to
      exercise their voting power to the person appointed by the
  Company.

8

---

SINO GREEN LAND CORPORATION AND SUBSIDIARIES NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

c. Use of estimates

The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and the
amount of revenues and expenses during the reporting periods. Management makes
these estimates using the best information available at the time the estimates
are made. However, actual results could differ materially from those
results.

e. Accounts receivable

The Company's policy is to maintain reserves for potential
credit losses on accounts receivable. Management reviews the composition of
accounts receivable and analyzes historical bad debts, customer concentrations,
customer creditworthiness, current economic trends and changes in customer
payment patterns to evaluate the adequacy of these reserves. As of March 31,
2009 and December 31, 2008, the Company had accounts receivables, of $187,740
and $200,731 net of allowance for bad debts in the amount of $9,250 and $9,264,
respectively.

f. Advances to suppliers

The Company provides advances to certain vendors for purchase
of its products. As of March 31, 2009 and December 31, 2008, the advances to
suppliers amounted to $485,153 and $497,568, respectively.

h. Property and equipment

Property and equipment are recorded at cost. Gains or losses on
disposals are reflected as gain or loss in the year of disposal. The cost of
improvements that extend the life of plant, property, and equipment are
capitalized. These capitalized costs may include structural improvements,
equipment, and fixtures. All ordinary repair and maintenance costs are expensed
as incurred.

Depreciation for financial reporting purposes is provided using
the straight-line method over the estimated useful lives of the assets: 5 to 10
years for manufacturing machinery, 5 years for office equipment, and 5 years for
motor vehicle.

j. Revenue recognition

The Company's revenue recognition policies are in compliance
with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the
date of shipment to customers when a formal arrangement exists, the price is
fixed or determinable, the delivery is completed, no other significant
obligations of the Company exist and collectability is reasonably assured.
Payments received before all of the relevant criteria for revenue recognition
are satisfied are recorded as unearned revenue.

Sales

Revenues from the sale of products are recognized at the point
of sale of the Companys products. Discounts provided to customers by the
Company at the time of sale are recognized as a reduction in sales as the
products are sold. Discounts provided by vendors are not recognized as a
reduction in sales provided the coupons are redeemable at any retailer that
accepts coupons. Sales taxes are not recorded as a component of sales.

9

---

SINO GREEN LAND CORPORATION AND SUBSIDIARIES NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

j. Revenue recognition (Continued)

Cost of Good Sold

The Cost of Good Sold line item of the Consolidated
Statements of Income includes product costs, net of discounts and allowances.
Discounts provided to the Company by vendors at the time of purchase are
recognized as a reduction in inventory cost as the products are delivered.

All other costs, including warehousing costs, transportation
costs; salaries, rent expense and depreciation expense, are shown separately in
Selling Expense or General and Administrative Expense in the Consolidated
Statements of Incomes.

k. Income taxes

The Company utilizes SFAS No. 109, "Accounting for Income
Taxes," which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred income
taxes are recognized for the tax consequences in future years of differences
between the tax basis of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

The Company accounts for income taxes using an asset and
liability approach which allows for the recognition and measurement of deferred
tax assets based upon the likelihood of realization of tax benefits in future
years. Under the asset and liability approach, deferred taxes are provided for
the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before the Company
is able to realize their benefits, or that future deductibility is
uncertain.

The Company records a valuation allowance for deferred tax
assets, if any, based on its estimates of its future taxable income as well as
its tax planning strategies when it is more likely than not that a portion or
all of its deferred tax assets will not be realized. If the Company is able to
utilize more of its deferred tax assets than the net amount previously recorded
when unanticipated events occur, an adjustment to deferred tax assets would
increase the Company net income when those events occur. The Company does not
have any significant deferred tax asset or liabilities in the PRC tax
jurisdiction.

l. Foreign currency translation

The Company uses the United States dollar ("USD" or US$) for
financial reporting purposes. The Company's subsidiaries maintain their books
and records in their functional currency - Chinese Yuan Renminbi (CNY), being
the primary currency of the economic environment in which their operations are
conducted. Such financial statements were translated into U.S. Dollars (USD) in
accordance with Statement of Financial Accounts Standards (SFAS) No. 52,
Foreign Currency Translation. According to the Statement, all assets and
liabilities are translated at the current exchange rate, stockholders equity
are translated at the historical rates and income statement items are translated
at the average exchange rate for the period. The resulting translation
adjustments are reported under other comprehensive income in accordance with
SFAS No. 130, Reporting Comprehensive Income as a component of shareholders
equity.

m. Fair values of financial instruments

Statement of Financial Accounting Standard No. 107,
"Disclosures about Fair Value of Financial Instruments", requires that the
Company disclose estimated fair values of financial instruments. The carrying
amounts reported in the statements of financial position for assets and
liabilities qualifying as financial instruments are a reasonable estimate of
fair value.

10

---

SINO GREEN LAND CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2. BASIS OF PRESENTATION AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

m. Fair values of financial instruments (Continued)

The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, other receivables, advances to suppliers, accounts payable and other payables.

As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is attributed to the short maturities of the
instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.

n.Segment reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or
any other manner in which management disaggregates a company.

SFAS No. 131 has no effect on the Company's consolidated financial statements as the Company operates in one reportable business segment.

p.Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling (minority)
interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial
statements. SFAS No. 160 is effective for the Companys fiscal year beginning January 1, 2009.. Management does not believe this  pronouncement will have a material effect on financial statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition
method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the
acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination
or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to
business combinations for which the acquisition date is on or after Companys fiscal year beginning January 1, 2009. The Company will be required to expense costs related to any acquisitions after December 31, 2008. Management does not believe
this pronouncement will have a material effect on financial statements.

In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Emerging Issues Task Force (EITF) No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities. Under the FSP, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of
computing EPS. This FSP is effective for us beginning July 1, 2009 and the Company does not expect that FSP EITF

11

---

SINO GREEN LAND
CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

3.PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following as
of March 31, 2009 and December 31, 2008:

|                                     |   | March 31, 2009 |   |   | December 31, 2008 |  
|------------------------------------ | - | -------------- | - | - | ----------------- | -
|Manufacturing machinery              | $ | 404,076        |   | $ | 411,299           |  
|Office equipment                     |   | 39,716         |   |   | 38,037            |  
|Motor vehicle                        |   | 24,158         |   |   | 17,589            |  
|                                     |   |                |   |   |                   |  
|Less: Accumulated
      Depreciation |   | (347,681       | ) |   | (327,160          | )
|Property & Equipment, net            | $ | 120,269        |   | $ | 139,765           |  

Depreciation expenses for the three month periods
ended March 31, 2009 and 2008 were $21,010 and $17,057 respectively.

4.DUE FROM/(TO) RELATED
PARTIES

The Company had a balance due from one company who
is under common control. The amounts were $356,063 and $352,799 as of March 31,
2009 and December 31, 2008, respectively. The amount due is interest free,
unsecured and due on demand.

The Company had due to related parties which are
due to two companies which are under common control. The amounts were $858,899
and $129,444 as of March 31, 2009 and December 31, 2008, respectively. The
amount due is interest free, unsecured and due on demand.

As of March 31, 2009 and December 31, 2008, the
Company has short-term note payable to shareholders in the amount of $250,000
and $0, respectively.

On January 15, 2009, the Company entered into a
redemption agreement, or the Redemption Agreement, with the Majority
Stockholders, whereby the Majority Stockholders surrendered an aggregate of
1,666,298 shares of our common stock for redemption in exchange for our issuance
of a convertible promissory note to each, or the Notes, in the aggregate
principal amount of five hundred thousand dollars $500,000 in favor of the
Majority Stockholders.

On March 31, 2009, the Company entered into a
verbal agreement with the Majority Stockholders, pursuant to which the Company
paid the Majority Stockholders $250,000, or one-half, of the principal amount
due under the Notes and agreed to pay them the remaining $250,000 on or before
April 30, 2009, without penalty. Subsequently, the Company paid $250,000 on
April 27, 2009.

5.LONG-TERM PREPAYMENTS

GZ Greenland Agriculture has entered in to eight
land leasing and developing agreements with various parties since 2005. The
various parties are authorized to manage and plant the lands by GZ Greenland
Agriculture who in return has the priority to purchase the agricultural products
at fair market price. The life term of the rental agreements are twenty-five
years with various due dates. GZ Greenland Agriculture is contracted to pay the
fixed leasing fee of the entire contract period in lump sum at the inception of
the agreements. GZ Greenland Agriculture uses straight-line method to amortize
the Long-term prepayments, during the life time of the contracts. As of March
31, 2009 and December 31, 2008, the Company has Long-term prepayments (net) in
the amount of $17,010,039 and $16,258,707, respectively.

12

---

SINO GREEN LAND
CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

5.LONG-TERM PREPAYMENTS
(Continued)

The details of Long-term prepayments are listed
below as of March 31, 2009 and December 31, 2008:

|                                 |   | March 31, 2009 |   |   | December 31, 2008 |  
|-------------------------------- | - | -------------- | - | - | ----------------- | -
|Long-term prepayment
      Cost | $ | 18,375,280     |   | $ | 17,450,561        |  
|Accumulated amortization         |   | (1,364,890     | ) |   | (1,191,854        | )
|Net                              | $ | 17,010,390     |   | $ | 16,258,707        |  

Amortization expenses for the three month periods
ended March 31, 2009 and 2008 were $776,066 and $528,461 respectively.

Amortization expenses for the next five years
after March 31, 2009 are as follows:

|2010  | $ | 735,011    | 
|----- | - | ---------- | 
|2011  |   | 735,011    | 
|2012  |   | 735,011    | 
|2013  |   | 735,011    | 
|2014  |   | 735,011    | 
|After |   | 13,335,534 | 
|Total | $ | 17,010,390 | 

6.ACCOUNTS PAYABLE AND ACCRUED
EXPENSES

Accounts payable and accrued expenses comprised
the following as of March 31, 2009 and December 31, 2008:

|                    |   | March 31, 2009 |  |   | December 31, 2008 | 
|------------------- | - | -------------- |  | - | ----------------- | 
|Accounts payable    | $ | 783,356        |  | $ | 804,438           | 
|Accrued payroll     |   | 61,499         |  |   | 90,916            | 
|Accrued expenses    |   | 131,155        |  |   | 557,692           | 
|Other
      payable |   | 21,602         |  |   | 76,741            | 
|                    | $ | 997,611        |  | $ | 1,529,787         | 

7.SHORT-TERM CONVERTIBLE
NOTES

On April 23, 2008, the Company issued four
convertible notes to various investors in the total amount of $500,000 that
accrues interest at 18% per annum and is due on April 23, 2009. The convertible
notes are due on April 23, 2009 with 18% annum interest rate. In addition, the
Company also issued to the investors warrants. The Warrants are exercisable
after the consummation of the Companys going public transaction per the term of
warrant agreements.

Per EITF 00-19, paragraph 4, these convertible
debentures do not meet the definition of a conventional convertible debt
instrument since the outstanding principal plus all interest accrued, at the
Note holders option, be converted on the maturity date, into shares of Issuers
equity securities if going public transaction does not consummate on or before
the maturity date. Therefore, the convertible debenture is considered
non-conventional, which means that the conversion feature must be bifurcated
from the debt and shown as a separate derivative liability. The fair value of
the beneficial conversion feature will be adjusted to fair value each balance
sheet date with the change being shown as a component of net income.

The fair value of the beneficial conversion
feature at the inception of these convertible notes was $363,308 as of December
31, 2009. The first $500,000 of these discounts has been shown as a discount to
the convertible notes which will be amortized over the term of the
debentures.

13

---

SINO GREEN LAND CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

7.SHORT-TERM CONVERTIBLE
NOTES (Continued)

As of December 31, 2008, $313,627 net of debt discount of $153,425 and debt issuance cost of $32,948 was booked as convertible debt. The Company accrued $62,384 interest expenses for the said convertible notes as of
December 31, 2008, which was due on Maturity date of the notes per agreements.

As of March 31, 2009, $461,120 net of debt discount of $125,000 and debt issuance cost of $32,948 was booked as convertible debt. The Company accrued $22,500 interest expenses for the said convertible notes as of March
31, 2009, which was due on Maturity date of the notes per agreements. The note is currently in default due to non-payment at the maturity date of April 23, 2009.

8.EQUITY TRANSACTIONS

On January 15, 2009, the Company completed the acquisition of Organic Region pursuant to a share exchange agreement, or the Share Exchange Agreement, with Organic Region and its wholly owned subsidiaries, Zhuhai Organic Region Modern
Agriculture Ltd., Guangzhou Organic Region Agriculture Ltd., Fuji Sunrise International Enterprises Limited, Southern International Develop Limited and HK Organic Region Limited and the shareholders of Organic Region. Pursuant to the Share Exchange
Agreement, the Organic Region Shareholders transferred all of the shares of the capital stock of Organic Region held by them, constituting all of the issued and outstanding capital stock of Organic Region, in exchange for 81,648,554 newly issued
shares of our common stock, which constituted 98% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement.

On December 31, 2007, Organic entered an agreement with NI Group under which the Company acquired the 100% ownership of Zhuhai Greenland from NI Group in exchange for a cash purchase consideration of $5,000,000. The Company and NI
Group reached another agreement, under which NI Group transferred 100% ownership of GZ Greenland Agriculture to the Company at no additional compensation, as GZ Greenland Agriculture had a negative equity as of the agreement date. Both transactions
were consummated on December 31, 2007.

A 13.5% shareholder of NI Group was also a 50% shareholder of the Company before the acquisition. The two acquisitions were recognized as acquisitions between related parties. The acquisition was accounted for utilizing historical costs
in a manner similar to that employed under the pooling of interest method due to related party transaction

The assets and liabilities as of December 31, 2007 of the two companies acquired were combined at historical cost. Zhuhai Greenland and GZ Greenland Agricultures results of operations have been included in the consolidated
financial statements since the date of acquisition.

14

---

SINO GREEN LAND
CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

8.EQUITY TRANSACTIONS (Continued)

The following table presents the allocation of the
acquisition cost of Zhuhai Greenland and GZ Greenland Agriculture, to the
combined assets acquired and liabilities assumed:

|Cash                                  | $ | 5,854     | 
|------------------------------------- | - | --------- | 
|Account receivable, net               |   | 104,779   | 
|Advance to suppliers                  |   | 19,377    | 
|Inventories                           |   | 24,477    | 
|Other current assets                  |   | 27,676    | 
|Fixed assets, net                     |   | 161,857   | 
|Long-term prepayments                 |   | 9,558,194 | 
|Total assets                          |   | 9,902,215 | 
|                                      |   |           | 
|Accounts payable and accrued expenses |   | 270,437   | 
|Advance from customers                |   | 77,854    | 
|Other payables                        |   | 4,919,679 | 
|Total liabilities                     |   | 5,267,970 | 
|                                      |   |           | 
|Net assets as of
      12-31-2007     |   | 4,634,246 | 
|                                      |   |           | 
|Consideration paid                    |   | 5,000,000 | 
|                                      |   |           | 
|Deemed dividend                       | $ | 365,755   | 

As of December 31, 2007, a shareholder,
contributed funds amounting $5,000,000 in to the Company.

9.INCOME
TAXES

The Company is registered in The British Virgin
Islands and has operations in primarily two tax jurisdictions  the British
Virgin Island (BVI) and Peoples Republic of China (PRC). For certain operations
in PRC, the Company has incurred net accumulated operating losses for income tax
purposes The Company believes that it is more likely than not that these net
accumulated operating losses will not be utilized in the future. Therefore, the
Company has provided full valuation allowance for the deferred tax assets
arising from the losses at these locations as of March 31, 2009 and December 31,
2008. Accordingly, the Company has no net deferred tax assets.

The provision for income taxes from continuing
operations on income consists of the following for the three months ended March
31, 2009 and 2008:

|                                 |   | 2009 |  |   | 2008 | 
|-------------------------------- | - | ---- |  | - | ---- | 
|PRC Current Income
      Expense | $ | -    |  | $ | -    | 
|Total Provision for Income Tax   | $ | -    |  | $ | -    | 

15

---

SINO GREEN LAND
CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

9.INCOME
TAXES (Continued)

The following is a reconciliation of the provision
for income taxes at the tax rates of BVI and PRC to the income taxes reflected
in the Statement of Operations for the three months ended March 31, 2009 and
2008.

|                                                         |  | 2009  |   |  | 2008 |   
|-------------------------------------------------------- |  | ----- | - |  | ---- | --
|Tax rate in BVI                                          |  | 0%    |   |  | 0%   |   
|Foreign income tax - PRC                                 |  | 25%   |   |  | 33%  |   
|Exempt from income tax                                   |  | (25%  | ) |  | (33% | ) 
|Foreign income tax  PRC(VIE)                            |  | 1.8%  |   |  | 1.8% |   
|Exempt from income tax due to
      special tax policies |  | (1.8% | ) |  | (1.8 | )%
|Tax expense at actual rate                               |  | 0%    |   |  | 0%   |   

Peoples Republic of China
(PRC)

Pursuant to the PRC Income Tax Laws, the Company's
subsidiaries are generally subject to Enterprise Income Taxes ("EIT") at a
statutory rate of 33%, which comprises 30% national income tax and 3% local
income tax. Zhuhai Greenland and GZ Greenland Agriculture are subject to two
years tax exemption, three years 50% tax reduction tax holiday for
production-oriented FIEs which will be started from the first year the FIE
generates net profit.

Beginning January 1, 2008, the new Enterprise
Income Tax ("EIT") law will replace the existing laws for Domestic Enterprises
("DES") and Foreign Invested Enterprises ("FIEs"). The new standard EIT rate of
25% will replace the 33% rate currently applicable to both DES and FIEs. The two
years tax exemption, three years 50% tax reduction tax holiday for
production-oriented FIEs will be continued until it is expired.

GZ Greenland Agriculture has a two year income tax
exemption in 2008 and 2009. 50% tax reduction from 2010 to 2012.

The income tax rate of Xiong Luo, who is part of
consolidated financials statement as of March 31, 2009 and December 31, 2008 as
a VIE, is 1.8% of the fixed income amount accounted by the local national tax
bureau in which he conducts the businesses.

10.CURRENT
VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

Operations of the Company are all carried out in
the PRC. Accordingly, the Company's business, financial condition and results of
operations may be influenced by the political, economic and legal environments
in the PRC, and by the general state of the PRC's economy.

Operations of the Company in the PRC are subject
to specific considerations and significant risks. These include risks associated
with, among others, the political, economic and legal environments and foreign
currency exchange. Results of operations of the company may be adversely
affected by changes in governmental policies with respect to laws and
regulations, anti-inflationary measures, currency conversion and remittance
abroad, and rates and methods of taxation, among other things.

16

---

SINO GREEN LAND
CORPORATION AND SUBSIDIARIES 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

11.MAJOR
CUSTOMERS AND VENDORS

There were no major customers who accounted for
more than 10% of the total net revenue for the three month periods ended March
31, 2009 and for the year ended December 31, 2008.

Three vendors provided 79%, 13% and 8% of the
goods to the Company during the three month periods ended March 31, 2009. Three
vendors provided 91%, 3% and 6% of the goods to the Company during the year
ended December 31, 2008. Accounts payable to these vendors amounted $783,356 and
$804,438 on March 31, 2009 and December 31, 2008.

The Company extends credit to its customers based
upon its assessment of their credit worthiness and generally does not require
collateral. Credit losses have not been significant.

12.COMMITMENT

Operation Leases

The Company leases various office facilities under
operating leases that terminate on various dates.

The Company incurred rent expenses $26,363 and
$26,882 for the three months ended March 31, 2009 and 2008.

The rent expenses for the next five years after
March 31, 2009 are as follows:

|2009  | $ | 86,938  | 
|----- | - | ------- | 
|2010  |   | 49,090  | 
|2011  |   | 51,025  | 
|2012  |   | 32,063  | 
|2013  |   | 28,611  | 
|After |   | 72,775  | 
|      | $ | 320,502 | 

17

---

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q, including the following Managements Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as
all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause
actual results of the Company to differ materially from those anticipated, expressed or implied in the forward-looking statements. The words believe, expect, anticipate, project, targets,
optimistic, intend, aim, will or similar expressions are intended to identify forward-looking statements.  All statements other than statements of historical fact are statements that could be deemed
forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those anticipated include risks related to our ability to overcome competition in our market; the impact that a downturn or negative
changes in the price of our products could have on our business and profitability; our ability to simultaneously fund the implementation of our business plan and invest in new projects; economic, political, regulatory, legal and foreign exchange
risks associated with international expansion; or the loss of key members of our senior management; any of the factors and risks mentioned in the Risk Factors sections of our amended current report on Form 8-K/A filed on April 22, 2009
and subsequent SEC filings.  The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

Use of Terms

Except as otherwise indicated by the context, all references in this Quarterly Report to (i) the Group, the Company, we, us or our are to Sino Green Land Corporation, a Nevada
corporation, and its direct and indirect subsidiaries: Organic Region Group Limited, or Organic Region, a BVI limited company; Fuji Sunrise International Enterprises Limited, or Fuji Sunrise, a BVI limited company; HK Organic Region Limited, or HK
Organic, a Hong Kong limited company; Southern International Develop Limited, or Southern International, a BVI limited company; Zhuhai Organic Region Modern Agriculture Ltd., or Zhuhai Organic, a PRC limited company; and Guangzhou Organic Region
Agriculture Ltd., or Guangzhou Organic, a PRC limited company, as well as its variable interest entity, or VIE, Guangzhou Greenland Co. Ltd., or Guangzhou Greenland, a PRC limited company; (ii) Securities Act are to the Securities Act of
1933, as amended; (iii) Exchange Act means the Securities Exchange Act of 1934, as amended; (iv) RMB are to Renminbi, the legal currency of China; (v) U.S. dollar, $ and US$ are to
the legal currency of the United States; (vi) BVI are to the British Virgin Islands; and (vii) China and PRC are to the Peoples Republic of China.

Overview of Our Business

We are a Nevada holding company whose PRC-based operating subsidiaries, Zhuhai Organic and Guangzhou Organic, are primarily engaged in the wholesale distribution, marketing and sales of high-value fruits and vegetables to wholesale
centers and supermarkets in China. Our main products include Fuji Apples, Emperor Bananas and Tangerine Oranges. Our products are sourced directly from farming cooperative groups on leased plantations throughout China to whom we provide varying
degrees of farming, harvesting and marketing services. We distribute our products through our established distribution network and trading agents who sell our products to customers throughout China.

Our products are considered staples in Chinese consumers daily life, similar to rice and meat, and historically, demand for such staples has not fluctuated with the ups and downs of the general economy. As a result, we have not
yet seen a significant negative impact on our business from the current economic downturn and the global credit crisis. However, if economic conditions further deteriorate, including business layoffs, downsizing, industry slowdowns and other similar
factors that affect our customers and creditors, we could see a reduction in the demand for our products which could have a material adverse effect on our business operations.

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Recent Developments

On January 15, 2009, we entered into a redemption agreement, or the Redemption Agreement, with Michael Friess and Sanford Schwartz, or the Majority Stockholders, whereby the Majority Stockholders surrendered an aggregate of 1,666,298
shares of our common stock for redemption in exchange for our issuance of a convertible promissory note to each, or the Notes, in the aggregate principal amount of five hundred thousand dollars $500,000 in favor of the Majority Stockholders. The
Notes bear interest at an annual rate equal to the short term applicable federal rate as published by the United States Internal Revenue Service for avoidance of imputed interest from the date thereof, computed on the basis of a 360 day year. The
principal and accrued interest of the Notes is payable on the earlier of the consummation of a financing with gross proceeds of at least $2,000,000 or March 31, 2009, provided that the principal is subject to setoff and holdback rights to secure
the Majority Stockholders indemnification obligations under an indemnification agreement, or the Indemnification Agreement, that we entered into with the Majority Stockholders on January 15, 2009. If the Notes are not paid off at maturity, the
Majority Stockholders may, at their sole option, choose to either (i) extend the maturity date by three months and increase the aggregate principal amount of the notes to $750,000, or (ii) convert the Notes into a number of shares of our common
stock such that, following conversion, the Majority Stockholders, together will all other stockholders of the Company immediately prior to the consummation of the reverse acquisition of Organic Region on January 15, 2009, will own, in the aggregate,
49% of our outstanding capital stock; provided that if the Majority Stockholders choose to convert their Notes at such time, we will have the right, within six months of the date of conversion, to repurchase all such shares for an aggregate purchase
price of $825,000. If the Majority Stockholders choose to extend the maturity date as described above, and the Notes are not paid by the extended maturity date, the Majority Stockholders will have the option to either (i) further extend the
maturity date by an additional three months and increase the aggregate principal amount of the notes to $1,000,000, or (ii) convert the Notes into a number of shares of our common stock such that, following conversion, the Majority Stockholders,
together will all other stockholders of the Company immediately prior to the consummation of the reverse acquisition transaction, will own, in the aggregate, 49% of our outstanding capital stock; provided that if the Majority Stockholders choose to
convert their Notes at such time, we will have the right, within six months of the date of conversion, to repurchase all such shares for an aggregate purchase price of $1,100,000. If the Majority Stockholders convert the Notes as described above
and we do not repurchase all such shares issued upon conversion, following the expiration of the applicable period allowing for the repurchase of such shares, the Majority Stockholders will receive demand registration rights with respect to all
shares of our common stock then owned by them.

On March 31, 2009, we entered into a verbal agreement with the Majority Stockholders, pursuant to which we paid the Majority Stockholders $250,000, or one-half, of the principal amount due under the Notes and agreed to pay them the
remaining $250,000 on or before April 30, 2009, without penalty. We paid the remaining $250,000 on April 27, 2009, therefore no amounts remain due and payable under the Notes.

First Quarter Financial Performance Highlights

In spite of the current global economic downturn, we continued to experience strong demand for our products and services during the first quarter of 2009. The following are some financial highlights for the first quarter of
2009:

- Revenues: Our revenues were approximately $18.5 million for the first quarter of 2009, an increase of 136.28% from the same quarter of last year.
- Gross Margin: Gross margin was 11.46% for the first quarter of 2009, as compared to 13.38% for the same period in 2008.
- Net Income: Net income was approximately $0.4 million for the first quarter of 2009, a decrease of 51.90% from the same period of last year.
- Fully diluted net income per share: Fully diluted net income per share was $0.004 for three months ended March 31, 2009, as compared to $0.009 for the same period last
year.

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Principal Factors Affecting our Financial Performance

Natural Disasters

Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes or pestilence, which are difficult to anticipate and cannot be controlled by the company, may affect the supply of our products and disrupt
our operations. Changes in weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes or pestilence, may affect the cost and supply of commodities, ingredients and raw materials, including fruits and vegetables.
Additionally, these events can result in reduced supplies of raw materials, lower recoveries of usable raw materials, higher costs of cold storage if harvests are accelerated and processing capacity is unavailable or interruptions in our production
schedules if harvests are delayed. Our competitors may be affected differently by weather conditions and natural disasters depending on the location of their supplies or operations. If our supplies of raw materials are reduced, we may not be able to
find enough supplemental supply sources on favorable terms, if at all, which could impact our ability to supply product to our customers and adversely affect our business, financial condition and results of operations. If our operations are damaged
by a natural disaster, we may be subject to supply interruptions or other business disruption, which could adversely affect our business and results of operations.

Taxation

United States and British Virgin Islands

We are subject to United States tax at a tax rate of 34%. No provision for income taxes in the United States has been made as we have no income taxable in the United States.  Each of our subsidiaries, Organic Region, Fuji Sunrise and
Southern International was incorporated in the BVI and under the current laws of the BVI, is not subject to income taxes.

China

Before the implementation of the New EIT Law described below, Foreign Invested Enterprises, or FIEs, established in the PRC are generally subject to an enterprise income tax, or EIT, rate of 33.0%, which includes a 30.0% state income
tax and a 3.0% local income tax.

On March 16, 2007, the National Peoples Congress of China passed a new Enterprise Income Tax Law, or the New EIT Law, and on December 6, 2007, the State Council of China passed the Implementing Rules for the New EIT Law, or the
Implementing Rules, which took effect on January 1, 2008. The New EIT Law and Implementing Rules impose a unified EIT rate of 25.0% on all domestic-invested enterprises and FIEs, unless they qualify under certain limited exceptions. Therefore,
nearly all FIEs are subject to the new tax rate alongside other domestic businesses rather than benefiting from the old FIE tax laws, and its associated preferential tax treatments, beginning January 1, 2008.

Despite these pending changes, the New EIT Law gives the FIEs established before March 16, 2007, or Old FIEs, such as our subsidiaries Zhuhai Organic and Guangzhou Organic, a five-year grandfather period during which they can continue
to enjoy their existing preferential tax treatment. During this five-year grandfather period, the Old FIEs which enjoyed tax rates lower than 25% under the original EIT law shall gradually increase their EIT rate by 2% per year until the tax rate
reaches 25%. In addition, the Old FIEs that are eligible for the two-year exemption and three-year half reduction or five-year exemption and five-year half-reduction under the original EIT law, are allowed to remain to enjoy
their preference until these holidays expire. The discontinuation of any such special or preferential tax treatment or other incentives would have an adverse effect on any organization's business, fiscal condition and current operations in China.

In addition to the changes to the current tax structure, under the New EIT Law, an enterprise established outside of China with de facto management bodies within China is considered a resident enterprise and will normally be
subject to an EIT of 25.0% on its global income. The implementing rules define the term de facto management bodies as an establishment that exercises, in substance, overall management and control over the production, business,
personnel, accounting, etc., of a Chinese enterprise. If the PRC tax authorities subsequently determine that the Company should be classified as a resident enterprise, then our organization's global income will be subject to PRC income tax of
25.0% .

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Under the current income tax laws and the related
implementing rules, FIEs engaging in agriculture businesses, such as Guangzhou
Organic, subject to approval from local taxation authorities, are entitled to a
two-year tax exemption from PRC EIT. Guangzhou Organic is tax exempt for 2008 to
2009 and is entitled to a 50.0% tax reduction for the three years thereafter.
Due to a business interruption in 2008 related to its search for suitable space
for its vegetable business, Zhuhai Organic was entitled to tax exemption in
2007, and will be entitled to a one-year tax exemption after the business
recovers. Currently, pursuant to income tax law and related implementing rules
of the PRC, the income tax rate for foreign-capitalized enterprises is 25% and
the value-added tax rate is 13%.

Results of Operations

The following table sets forth key components of
our results of operations for the periods indicated, both in dollars and as a
percentage of our net sales.

(All amounts, other than percentages, in thousands
of U.S. dollars)

|                                               |  | Three Months Ended
      March 31, |  
|---------------------------------------------- |  | ---------------------------------- | -
|                                               |  | 2009                               |  
|                                               |  | In                                 |  
|                                               |  | Thousands                          |  
|Net Sales                                      |  | 18,531                             |  
|Cost of Sales                                  |  | 16,408                             |  
|Gross Profit                                   |  | 2,123                              |  
|Operating Expenses                             |  |                                    |  
|Selling
      Expenses                         |  | 399                                |  
|Administrative
      Expenses                  |  | 937                                |  
|Operating Income                               |  | 787                                |  
|Interest Expenses                              |  | (23                                | )
|Other (loss), net                              |  | (284                               | )
|Income Before Income Taxes                     |  | 355                                |  
|Net income                                     |  | 355                                |  
|Foreign Currency translation gain
      (loss) |  | (27                                | )
|Net income                                     |  | 328                                |  

Net Sales. Net
sales increased approximately $10.7 million, or 136.28%, to approximately $18.5
million in the three months ended March 31, 2009 from approximately $7.8 million
in the same period last year. Our production had declined during the first
quarter of 2008 as a result of heavy snow in the regions where our products are
grown. During the first quarter of 2009, more favorable weather conditions
resulted in increased production and increased sales. Our production capacity
also increased in the first quarter of 2009, as compared to the same period in
2008 because we cultivated an additional 28,000 mu (1 acre=6 mu) of land. This
additional production contributed an additional $5.9 million in
sales.

Cost of Sales.
Our cost of sales is primarily comprised of the costs of our raw materials,
labor, overhead and sales tax. Our cost of sales increased approximately $9.6
million, or 141.52%, to approximately $16.4 million in the three months ended
March 31, 2009 from approximately $6.8 million in the three months ended March
31, 2008. This increase was mainly due to increased production that resulted
from the favorable weather and the increase in land area on which our products
are produced.

Gross Profit and Gross
Margin. Our gross profit increased approximately
$1.1 million to approximately $2.1 million in the three months ended March 31,
2009 from approximately $1.0 million in the same period last year.

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Gross profit as a percentage of net revenues was
11.46% and 13.38% for the three months ended March 31, 2009 and 2008,
respectively. Our gross margin was relatively stable since it's largely
determinate by the margin of the wholesale prices we buy from our suppliers and
the reseller price we sell at distribution centers, both of which have remained
relatively stable during the first quarters of 2008 and 2009.

Selling Expenses. Our selling expenses increased almost $0.2 million, or 80.73%, to
approximately $0.4 in the three months ended March 31, 2009 from slightly more
than $0.2 million in the same period last year. Our selling expenses increased
with the increases in production from quarter to quarter. However, as a
percentage of net sales, we were able to decrease our selling expenses as a
percentage of net sales to 2.2% in the three months ended March 31, 2009 from
2.8% in the same period of 2008.

Administrative expenses. Our administrative expenses increased approximately $0.8 million, or
937.37%, to approximately $0.9 million in the three months ended March 31, 2009
from approximately $0.1 million in the three months ended March 31, 2008. Our
administrative expenses increased during the first quarter of 2009 as a result
of fees and expenses related to the reverse merger transaction which was
consummated on January 15, 2009. As a percentage of net sales, administrative
expenses increased to 3.7% in the three months ended March 31, 2009, as compared
to 1.2% in the same period last year.

Other Loss.
Other income primarily consists of sundry income. Other income decreased
$22,877, to $(22,500) in the three months ended March 31, 2009, from $377 in the
same period last year due to interest payable under the $500,000 convertible
notes.

Income Before Income
Taxes. Income before income taxes decreased
approximately $0.4 million, or 51.90%, to approximately $0.3 million in the
three months ended March 31, 2009, from approximately $0.7 million in the same
period of 2008. Despite the increase in our gross profit and operating income
during this quarter, our income before income taxes declined as a result of (1)
an increase of beneficial conversion feature expense and (2) Organic Regions
payment of liabilities incurred by Guangzhou Organic, in connection with a
$284,000 loan obtained by Guangzhou Organic during the period. Income before
income taxes as a percentage of net sales decreased to 1.92% in the three months
ended March 31, 2009, from 9.42% in the same period last year.

Net Income. Our
net income decreased approximately $0.4 million, or 51.90%, to approximately
$0.3 million in the three months ended March 31, 2009, from approximately $0.7
in the same period last year. We achieved much higher sales in the first quarter
of 2009 compared to the first quarter of 2008 as a result of more favorable
weather conditions and an increase in land on which our products are produced,
and we kept our increases in cost of sales in line with the increases in sales.
However, our net income declined from quarter to quarter because our
administrative expenses were dramatically increased during this quarter as a
result of the consummation of our reverse merger transaction, other one-time
expenses related to our VIE during the 2009 period. We do not anticipate that
our administrative expenses will continue at this level in future
quarters.

Liquidity and Capital
Resources

As of March 31, 2009, we had cash and cash
equivalents of approximately $0.5 million. The following table provides detailed
information about our net cash flow for all financial statements periods
presented in this report.

Cash Flow(All amounts in thousands of U.S. dollars)

|                                                          |   | Three Months Ended
      March 31, |  
|--------------------------------------------------------- | - | ---------------------------------- | -
|                                                          |   | 2009                               |  
|Net cash provided by (used in)
      operating activities | $ | (410                               | )
|Net cash used in investing activities                     |   | (781                               | )
|Net cash provided by (used in)
      financing activities |   | 1,127                              |  
|Net cash flows                                            |   | (66                                | )

Operating Activities

Net cash used in operating activities was
approximately $0.4 million in the three months ended March 31, 2009, a decrease
of approximately $1.2 million, from approximately $0.8 million in net cash
provided by operating activitiesin the same period last year. Such decrease of net cash
provided by operating activities was primarily attributable to Organic Regions
payment of liabilities incurred by Guangzhou Organic and to increases in
accounts payable and accrued selling expenses.

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Investing Activities

Our cash used in investing activities primarily consists of
payments related to the acquisition or sale of property, plant and equipment.

Net cash used for investing activities in the three months
ended March 31, 2009 and 2008 was approximately $0.8 million and $0.3 million,
respectively. This $0.5 million increase in net cash used for investing
activities was mainly attributable to payments of expenses related to our lease
of 4,600 mu land.

Financing Activities

Net cash generated by financing activities in the three months
ended March 31, 2009 totaled approximately $1.1 million, compared to
approximately $0.2 million in net cash used in financing activities in the same
period last year. The difference in the cash generated by financing activities
for 2009 and 2008 is attributable to loans from related parties on January 15,
2009 disclosed elsewhere herein, which was used for cash consideration and the
payment of administrative expenses in connection with the reverse acquisition
transaction.

On April 23, 2008, we issued convertible notes and warrants to
four investors, pursuant to a securities purchase agreement. We have assumed all
obligations under the purchase agreement, notes and warrants. The notes have an
aggregate principal amount of $500,000 and are payable on April 23, 2009. The
notes bear interest at 18% per annum. If we do not repay the note on the
maturity date, the note holders may convert the note into shares of our common
stock at a per share conversion price equal to (x) 300% of our 2007 audited
after tax net income, divided by (y) the number of our common stock outstanding
immediately prior to such conversion, on a fully-diluted basis. In addition, in
the event of a financing or a sale of our securities for more than $3 million,
the notes will be automatically converted into shares of common stock at a
conversion price equal to the quotient of the outstanding principal on the note,
not including any interest, divided by 50% of the lowest cash purchase price
paid in such a financing. In connection with the issuance of the notes, we also
issued to the noteholders, five-year warrants for the purchase of an aggregate
of $500,000 of shares of common stock at an exercise price equal to 115% of the
per share price in such financing. We are in the process of negotiating with the
noteholders for settlement of the amounts due under these notes.

On January 15, 2009, we also entered into the Redemption
Agreement with the Majority Stockholders, whereby the Majority Stockholders
surrendered an aggregate of 1,666,298 shares of our common stock for redemption
in exchange for our issuance of the Notes, in the aggregate principal amount of
five hundred thousand dollars $500,000 in favor of the Majority Stockholders.
The Notes bear interest at an annual rate equal to the short term applicable
federal rate as published by the United States Internal Revenue Service for
avoidance of imputed interest from the date thereof, computed on the basis of a
360 day year. The principal and accrued interest of the Notes is payable on the
earlier of the consummation of a financing with gross proceeds of at least
$2,000,000 or March 31, 2009, provided that the principal is subject to setoff
and holdback rights to secure the Majority Stockholders indemnification
obligations under the Indemnification Agreement. On March 31, 2009, we entered
into a verbal agreement with the Majority Stockholders, pursuant to which we
paid the Majority Stockholders $250,000, or one-half, of the principal amount
due under the Notes and agreed to pay them the remaining $250,000 on or before
April 30, 2009, without penalty. We paid the remaining $250,000 on April 27,
2009, therefore no amounts remain due and payable under the Notes.

Capital Expenditures

Our capital expenditures were approximately $0.8 million and
$0.3 million for the three months ended March 31, 2009 and 2008, respectively.
Our capital expenditures were primarily used to rent the land on which the
products we purchase from suppliers are grown. Our material capital expenditure
requirement for fiscal year 2009 is expected to be approximately $12 million,
which will be used to lease additional land and to establish a processing and
packing factory.

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We believe that our cash on hand and cash flow from operations
will meet part of our present cash needs and we will require additional cash
resources, including loans, to meet our expected capital expenditure and working
capital for the next 12 months. In addition, we may, in the future, require
additional cash resources due to changed business conditions, implementation of
our strategy to expand our production capacity or other investments or
acquisitions we may decide to pursue. If our own financial resources are
insufficient to satisfy our capital requirements, we may seek to sell additional
equity or debt securities or obtain additional credit facilities. The sale of
additional equity securities could result in dilution to our stockholders. The
incurrence of indebtedness would result in increased debt service obligations
and could require us to agree to operating and financial covenants that would
restrict our operations. Financing may not be available in amounts or on terms
acceptable to us, if at all. Any failure by us to raise additional funds on
terms favorable to us, or at all, could limit our ability to expand our business
operations and could harm our overall business prospects.

Obligations Under Material Contracts

Below is a summary of our current obligations under material
contracts:

- On January 1, 2005, Organic Region and Mr. Xiong Luo, our Chief Operating
  Officer, entered into an exclusive arrangement, whereby Organic Region agreed
  to provide consulting services, including business operations, human resources
  and research and development services, to Mr. Luo, the holder of licenses
  necessary to operate our fruit trading business in China, in connection with
  Guangzhou Greenland, an entity owned and controlled by Mr. Luo. In exchange
  for such services, Mr. Luo agreed to pay a consulting services fee to Organic
  Region equal to all of the revenues obtained by Guangzhou Greenland and we
  obtained the ability to substantially influence Guangzhou Greenlands daily
  operations and financial affairs, appoint its senior executives and approval
  all matters requiring shareholder approval. Mr. Luo also irrevocably granted
  us an exclusive option to purchase, to the extent permitted under PRC law, all
  or part of the equity interests in Guangzhou Greenland and agreed to entrust
  all the rights to exercise their voting power to the person appointed by us.
  As a result of this arrangement, we consolidate the financial results of
  Guangzhou Greenland as our variable interest entity, pursuant to Financial
  Interpretation No. 46R, Consolidation of Variable Interest Entities, or FIN
  46R.
- On April 23, 2008, we issued convertible notes and warrants to four
  investors, pursuant to a securities purchase agreement. We have assumed all
  obligations under the purchase agreement, notes and warrants. The notes have
  an aggregate principal amount of $500,000 and are payable on April 23, 2009.
  The notes bear interest at 18% per annum. If we do not repay the note on the
  maturity date, the note holders may convert the note into shares of our common
  stock at a per share conversion price equal to (x) 300% of our 2007 audited
  after tax net income, divided by (y) the number of our common stock
  outstanding immediately prior to such conversion, on a fully-diluted basis. In
  addition, in the event of a financing or a sale of our securities for more
  than $3 million, the notes will be automatically converted into shares of
  common stock at a conversion price equal to the quotient of the outstanding
  principal on the note, not including any interest, divided by 50% of the
  lowest cash purchase price paid in such a financing. In connection with the
  issuance of the notes, we also issued to the noteholders, five-year warrants
  for the purchase of an aggregate of $500,000 of shares of common stock at an
  exercise price equal to 115% of the per share price in such financing. We are
  in the process of negotiating with the noteholders for settlement of the
  amounts due under these notes.

We are also party to several land lease cooperation development
agreements with our suppliers, including:

- Lease Agreement, dated May 4, 2004, between Guangzhou Organic and Apple
  Association of Kuibai Town, Luochuan County, or the Apple Association,
  pursuant to which the Apple Association, on behalf of the villagers in Kuibai
  Town, Luochuan County of Shaanxi Province, leased a 30,130mu apple plantation
  to Guangzhou Organic for RMB1,300 per mu or a total of RMB 39,169,000
  (approximately $5,760,000). The agreement is for a term of 25 years, from June
  1, 2005 to May 30, 2030.
- Lease Agreement, dated October 29, 2007, between Guangzhou Organic and the
  Apple Association, pursuant to which the Apple Association, on behalf of the
  villagers in Kuibai Town, Luochuan County of Shaanxi Province, leased a
  21,000mu apple plantation to Guangzhou Organic for a price of RMB1,300 per mu
  or a total of RMB 27.3 million (approximately $3.9 million). The agreement is
  for a term of 25 years, from January 1, 2008 to December 31, 2033.

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- Lease Agreement, dated October 17, 2006, between Guangzhou Organic and
  Fruits Association of Wanqingsha Town, Nansha District of Guangzhou City, or
  the Fruits Association, pursuant to which the Fruits Association, on behalf of
  the villagers in Wanqingsha Town, Nansha District of Guangzhou City, leased a
  1,656.12mu banana plantation to Guangzhou Organic for RMB900 per mu or a total
  of RMB1.49 million (approximately $217,878). The agreement is for a term of 25
  years, from January 1, 2007 to December 31, 2032.
- Lease Agreement, dated January 3, 2008, between Guangzhou Organic the
  Fruits Association, pursuant to which the Fruits Association, on behalf of the
  villagers in Wanqingsha Town, Nansha District of Guangzhou City, leased a
  3,280mu banana plantation to Guangzhou Organic for RMB1,250 per mu or a total
  of RMB 4,100,000 (approximately $602,941). The agreement is for a term of 25
  years, from August 1, 2008 to July 30, 2033.
- Lease Agreement, dated October 12, 2005, between Guangzhou Organic Guangxi
  Wanshanhong Fruits Co., Ltd, or Wanshanhong Fruits, pursuant to which
  Wanshanhong Fruits, on behalf of the villagers in Rongan County of Guangxi
  Province, leased a 1,500mu tangerine plantation to Guangzhou Organic for
  RMB1,050 per mu or a total price of RMB1,575,000 (approximately $233,965). The
  agreement is for a term of 25 years, from October 1, 2006 to September 30,
  2031.

Critical Accounting Policies

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires our
management to make assumptions, estimates and judgments that affect the amounts
reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that
are significant to the preparation of our financial statements. These accounting
policies are important for an understanding of our financial condition and
results of operation. Critical accounting policies are those that are most
important to the portrayal of our financial conditions and results of operations
and require managements difficult, subjective, or complex judgment, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain and may change in subsequent periods. Certain accounting
estimates are particularly sensitive because of their significance to financial
statements and because of the possibility that future events affecting the
estimate may differ significantly from management's current judgments. We
believe the following critical accounting policies involve the most significant
estimates and judgments used in the preparation of our financial statements.

Accounts Receivable  Our policy is to maintain
reserves for potential credit losses on accounts receivable. Management reviews
the composition of accounts receivable and analyzes historical bad debts,
customer concentrations, customer creditworthiness, current economic trends and
changes in customer payment patterns to evaluate the adequacy of these reserves.
As of March 31, 2009, we had accounts receivables, of $187,740 net of allowance
for bad debts in the amount of $9,250.

Inventories  Inventories are valued at the lower
of cost (determined on a weighted average basis) or market value. Management
compares the cost of inventories with market value and an allowance is provided
to reduce the value of inventories to their net market value. Inventories
consisted of vegetables and fruits in the amount of $6,733 as of March 31, 2009.

Impairment  We apply the provisions of Statement
of Financial Accounting Standard, or SFAS, No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, or SFAS No. 144, issued by the
Financial Accounting Standards Board, or FASB. SFAS No. 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable through the estimated undiscounted cash flows expected to result
from the use and eventual disposition of the assets. Whenever any such
impairment exists, an impairment loss will be recognized for the amount by which
the carrying value exceeds the fair value. We test long-lived assets, including
property, plant and equipment and intangible assets subject to periodic
amortization, for recoverability at least annually or more frequently upon the
occurrence of an event or when circumstances indicate that the net carrying
amount is greater than its fair value. Assets are grouped and evaluated at the
lowest level for their identifiable cash flows that are largely independent of
the cash flows of other groups of assets. We consider historical performance and
future estimated results in our evaluation of potential impairment and then
compares the carrying amount of the asset to the future estimated cash flows
expected to result from the use of the asset. If the carrying amount of
the asset exceeds estimated expected undiscounted future cash flows, we measure
the amount of impairment by comparing the carrying amount of the asset to its
fair value. The estimation of fair value is generally measured by discounting
expected future cash flows as the rate we utilize to evaluate potential
investments. We estimate fair value based on the information available in making
whatever estimates, judgments and projections are considered necessary. There
was no impairment of long-lived assets for the three months ended March 31,
2009.

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Revenue Recognition  Our revenue recognition
policies are in compliance with Staff accounting bulletin (SAB) 104. Sales
revenue is recognized at the date of shipment to customers when a formal
arrangement exists, the price is fixed or determinable, the delivery is
completed, no other significant obligations exist and collectability is
reasonably assured. Payments received before all of the relevant criteria for
revenue recognition are satisfied are recorded as unearned revenue. Revenues
from the sale of products are recognized at the point of sale of our products.
Discounts provided to customers by us at the time of sale are recognized as a
reduction in sales as the products are sold. Discounts provided by vendors are
not recognized as a reduction in sales provided the coupons are redeemable at
any retailer that accepts coupons. Sales taxes are not recorded as a component
of sales. The Cost of Good Sold line item of the Consolidated Statements of
Income includes product costs, net of discounts and allowances. Discounts
provided to us by vendors at the time of purchase are recognized as a reduction
in inventory cost as the products are delivered. All other costs, including
warehousing costs, transportation costs; salaries, rent expense and depreciation
expense, are shown separately in Selling Expense or General and Administrative
Expense in the Consolidated Statements of Incomes.

Foreign Currency Translation  We use U.S.
dollars for financial reporting purposes. Our subsidiaries maintain their books
and records in their functional currency - RMB, being the primary currency of
the economic environment in which their operations are conducted. Such financial
statements were translated into U.S. Dollars (USD) in accordance with SFAS No.
52, Foreign Currency Translation. According to the Statement, all assets and
liabilities are translated at the current exchange rate, stockholders equity
are translated at the historical rates and income statement items are translated
at the average exchange rate for the period. The resulting translation
adjustments are reported under other comprehensive income in accordance with
SFAS No. 130, Reporting Comprehensive Income as a component of shareholders
equity.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS 158 Employers
Accounting for Defined Benefit Pension and Other Postretirement Plansan
amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement
improves financial reporting by requiring an employer to recognize the over
funded or under funded status of a defined benefit postretirement plan (other
than a multi-employer plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur through comprehensive income of a business entity or
changes in unrestricted net assets of a not-for-profit organization. This
statement also improves financial reporting by requiring an employer to measure
the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions. An employer with publicly traded
equity securities is required to initially recognize the funded status of a
defined benefit postretirement plan and to provide the required disclosures as
of the end of the fiscal year ending after December 15, 2006. An employer
without publicly traded equity securities is required to recognize the funded
status of a defined benefit postretirement plan and to provide the required
disclosures as of the end of the fiscal year ending after June 15, 2007.
However, an employer without publicly traded equity securities is required to
disclose the following information in the notes to financial statements for a
fiscal year ending after December 15, 2006, but before June 16, 2007, unless it
has applied the recognition provisions of this statement in preparing those
financial statements: (a) a brief description of the provisions of this
statement; (b) the date that adoption is required; and (c) the date the employer
plans to adopt the recognition provisions of this Statement, if earlier. The
requirement to measure plan assets and benefit obligations as of the date of the
employers fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. Our management is currently
evaluating the effect of this pronouncement on our financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements. This Statement amends ARB 51 to
establish accounting and reporting standards for the noncontrolling (minority)
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective
for our fiscal year beginning October 1, 2009. Our management is currently
evaluating the effect of this pronouncement on our financial statements.

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In December 2007, the FASB issued SFAS No. 141(R), Business
Combinations. This statement replaces SFAS No. 141, Business Combinations. This
statement retains the fundamental requirements in SFAS 141 that the acquisition
method of accounting (which SFAS 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after the Companys fiscal year beginning October 1,
2009. While we have not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on our consolidated financial statements, we will
be required to expense costs related to any acquisitions after September 30,
2009.

On March 19, 2008, the FASB issued FASB Statement No. 161,
Disclosures about Derivative Instruments and Hedging Activities. The new
standard is intended to improve financial reporting about derivative instruments
and hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entitys financial position, financial
performance, and cash flows. It is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early
application encouraged. Use and complexity of derivative instruments and
hedging activities have increased significantly over the past several years.
This has led to concerns among investors that the existing disclosure
requirements in FASB Statement No. 133, Accounting for Derivative Instruments
and Hedging Activities, do not provide enough information about how these
instruments and activities affect the entitys financial position and
performance, explained Kevin Stoklosa, project manager. By requiring
additional information about how and why derivative instruments are being used,
the new standard gives investors better information upon which to base their
decisions. The new standard also improves transparency about the location and
amounts of derivative instruments in an entitys financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. FASB Statement
No. 161 achieves these improvements by requiring disclosure of the fair values
of derivative instruments and their gains and losses in a tabular format. It
also provides more information about an entitys liquidity by requiring
disclosure of derivative features that are credit riskrelated. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. Management is
currently evaluating the effect of this pronouncement on our financial
statements.

In May of 2008, the FASB issued SFAS No.162, The Hierarchy of
Generally Accepted Accounting Principles. The pronouncement mandates the GAAP
hierarchy reside in the accounting literature as opposed to the audit
literature. This has the practical impact of elevating FASB Statements of
Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will
become effective 60 days following SEC approval. We do not believe this
pronouncement will impact our financial statements.

In May of 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contractsan interpretation of FASB Statement No.
60. The scope of the statement is limited to financial guarantee insurance (and
reinsurance) contracts. The pronouncement is effective for fiscal years
beginning after December 31, 2008. We do not believe this pronouncement will
impact our financial statements.

Seasonality

Our fresh fruits business is highly seasonal. Our Fuji Apples
and Tangerine Oranges are harvested mainly during from mid-September to
mid-November every year, while our Emperor Bananas grow in an eight month cycle.
As fruits collected cannot be stored at room temperature for a long time, they
must be processed as soon as they are harvested. We plan to invest in a bigger
and better processing line and packing house, including the construction of our
own cold storage facilities in our base in Luo Chuan, Shaanxi, in order to avoid
unnecessary fluctuations in seasonality.

We generally experience higher sales in the third and fourth
fiscal quarters mainly due to our distributors (i) efforts to obtain adequate
supply of our fruit processing products before the supply diminishes after
production ceases in November; and (ii) anticipation of higher demand for fruit
processed products as a result of festive seasons at the end of the year and
beginning of the following year such as Christmas and the Chinese spring
festival.

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Effects of Inflation

Inflation and changing prices have not had a material effect on
our business and we do not expect that inflation or changing prices will
materially affect our business in the foreseeable future. However, our
management will closely monitor the price change in fruit products and
continually maintain effective cost control in operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity or capital expenditures or capital resources that is
material to an investor in our securities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) that are designed to ensure that
information that would be required to be disclosed in Exchange Act reports is
recorded, processed, summarized and reported within the time period specified in
the SECs rules and forms, and that such information is accumulated and
communicated to our management, including to our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

As required by Rule 13a-15 under the Exchange Act, our
management, including Mr. Chi Ming Leung, our Chief Executive Officer and Ms.
Yong Qing Ma, our Chief Financial Officer, evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of March 31,
2009. Based on that evaluation, Mr. Leung and Ms. Ma concluded that as of March
31, 2009, and as of the date that the evaluation of the effectiveness of our
disclosure controls and procedures was completed, our disclosure controls and
procedures were effective to satisfy the objectives for which they are
intended.

Changes in Internal Control Over Financial
Reporting.

During the fiscal quarter ended March 31, 2009, there were no
changes in our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits
and legal proceedings, which arise, in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these,
or other matters, may arise from time to time that may harm our business. We are
currently not aware of any such legal proceedings or claims that we believe will
have a material adverse affect on our business, financial condition or operating
results.

ITEM 1A. RISK FACTORS.

Not Applicable.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On January 15, 2009, our board of directors approved an
amendment of our Articles of Incorporation to (i) change our name from Henry
County Plywood Corporation to Sino Green Land Corporation and (ii) include a
provision regarding our election not to be governed by certain provisions of the
Nevada Revised Statutes regulating control share acquisitions and recommended
that the amendment be submitted to our stockholders for approval. On the January
20, 2009, Logo International Holdings Limited and Grand Will Investment Group
Limited, each being the record holder of 30,618,207 shares of our common stock,
together constituting 73.5% of our issued and outstanding shares of our common
stock, adopted and approved the amendment by written consent in lieu of a
meeting. The Certificate of Amendment of our Articles of Incorporation was filed
with the Nevada Secretary of State on March 17, 2009 and became effective on
such date. For details regarding the foregoing, see our Current Report on Form
8-K filed with the Commission on March 23, 2009.

Other than disclosed above, no matters were submitted during
the first quarter of 2009 to a vote of security holders, through the
solicitation of proxies or otherwise.

ITEM 5. OTHER INFORMATION.

No events occurred during the period covered by this Form 10-Q
that were required to be disclosed in a report on Form 8-K during the period but
not reported.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or
incorporated by reference:

|Exhibit No. |  | Description                                                                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Certifications of Principal Executive
      Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                         
|31.2        |  | Certifications of Principal Financial Officer filed
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                         
|32.1        |  | Certifications of Principal Executive
      Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2        |  | Certifications of Principal Financial Officer
      furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|Date: May 15, 2009 | SINO GREEN LAND CORPORATION
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